Company secretary: the ‘helicopter view’ of governance

Gary Gray

The unique perspective of the company secretary, as well as its evolving role and ability to shape board agendas, were central themes at the 2018 Scottish conference of ICSA: The Governance Institute.

Over 100 delegates from across Scottish business gathered in Edinburgh for the event on 23 May, which was organised by law firm Burness Paull LLP at its offices and chaired by me as head of company secretarial services.

Headline speaker Malcolm Wood, group company secretary of Lloyds Banking Group, highlighted the unique and unusual privilege which company secretaries have in their ‘helicopter view’ of an organisation, acting as a crucial bridge between the executives and the board.

He likened the company secretary to the ‘engine’ of the board – essential for the board to function and trusted to work perfectly at all times. The unique position in the organisation makes it possible for the secretary to have a key role in promoting good governance, which creates value by enhancing reputation, reducing risk and promoting better decision making.

Nicola Megaw, chief legal officer and group company secretary of Nucleus Financial Group, generated much discussion with her take on diversity and inclusion, challenging the group to think about cognitive diversity and a wide range of issues below the waterline of visibility, like mental health, and social mobility, alongside the much discussed gender and ethnicity.

She focused in particular on how Nucleus is taking forward this agenda. The Nucleus story was inspiring to many of the delegates, the firm pursuing diversity by focusing on inclusion.

Nucleus encourages everyone to speak up, collaborate, and be authentic and human, bringing their whole self to work. Targets and a commitment from the top are key, as is the pace of change to push forward the diversity and inclusion agenda.

A focus on board performance by Sheelagh Duffield, director of Savendie and former group company secretary at Miller Group and ScottishPower, highlighted the role of the company secretary in framing the board agenda and asking whether the board is discussing the right matters.

She said company secretaries were ‘the best observers of boards’, and should use their influencing skills to add true value to an organisation – particularly where they have built strong relationships with the directors.

David Clarke of Lloyds Banking Group encouraged delegates to play their part in challenging the annual report and accounts, in terms of length, content and format. He argued that in general ‘these documents are becoming more challenging to navigate and are not effectively serving their multiple user groups.’

Sam Moore, legal technologist at Burness Paull, gave a thought-provoking review of how technology is shaping the future work of company secretaries, and how document automation, artificial intelligence and security features all have ‘the ability to impact and improve quality of work, rather than replacing people.’

The changing role for company secretaries was also highlighted by John Heaton, president of ICSA, who underlined the much wider-ranging responsibilities they now hold. Meanwhile Simon Osborne, chief executive of ICSA, agreed, saying there had never been a better time to be a company secretary.

The next major event for governance professionals will see over 60 expert speakers presenting at the ICSA Annual Conference 2018, which will take place at ExCeL London on 10–11 July.

Gary Gray is head of company secretarial services at Burness Paull LLP

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